Form 4: Sitio Royalties CFO Exercises Performance Stock Units, Shares Withheld for Taxes

Sitio Royalties Corp.'s Chief Financial Officer, Carrie L. Osicka, reported the exercise of performance stock units and subsequent tax-related share withholding on June 12, 2025.

Summary

• Carrie L. Osicka, Chief Financial Officer of Sitio Royalties Corp. (STR), reported transactions on June 12, 2025, involving the acquisition and disposition of Class A Common Stock.
• She acquired 32,095 shares of Class A Common Stock through the exercise of Performance Stock Units (PSUs).
• The PSUs were earned because the Compensation Committee certified the company's annualized absolute total stockholder return performance from June 7, 2022, to June 7, 2025, resulting in 55.8191% of the target PSUs becoming earned.
• A total of 12,989 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations related to the vesting of these PSUs.
• The price used for the tax withholding was $19.95 per share, which was the closing price of the company's Common Stock on June 6, 2025.
• Following these reported transactions, Ms. Osicka beneficially owns 133,108 shares of Class A Common Stock and 276,574 Performance Stock Units.

Sentiment

Score: 7

Explanation: The document reports the vesting of performance-based compensation, indicating the company met its performance targets, which is a positive sign for the company's operational and financial health during the performance period.

Positives

• The vesting of Performance Stock Units indicates that Sitio Royalties Corp. met its performance targets, specifically achieving an annualized absolute total stockholder return performance over the period from June 7, 2022, through June 7, 2025.
• The fact that 55.8191% of target PSUs were earned suggests a positive performance outcome for the company during the specified period, aligning executive compensation with shareholder returns.

Future Outlook

NA

Management Comments

• "On June 12, 2025, the Compensation Committee of Sitio Royalties Corp. (the 'Company') certified the Company's annualized absolute total stockholder return performance over the performance period from June 7, 2022 through June 7, 2025, resulting in 55.8191% of the target number of performance stock units ('PSUs') originally granted on June 10, 2022 becoming earned by the Reporting Person."

Industry Context

NA

Stakeholder Impact

• Shareholders: The vesting of performance stock units suggests that the company achieved certain performance targets, which could be viewed positively as it aligns executive incentives with shareholder returns. The tax withholding is a routine event and does not represent a discretionary sale by the insider.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Sitio Royalties Corp., STR, Carrie L. Osicka, Chief Financial Officer, Performance Stock Units, PSU, Stock Vesting, Tax Withholding, Class A Common Stock, Executive Compensation